The Repap Decision: The Importance of Process to the Business Judgment Rule

The decision in UPM-Kymmene Corporation v. UPM-Kymmene Miramichi Inc. was recently released. In that decision, Madame Justice Lax set aside an should not seek to second-guess the business decisions of directors, who are assumed to be in a better position to understand the business of the corporation and to guide its affairs. The limits of this protection of corporate decision-making have been explored in a decision of the Ontario Superior Court of Justice.